What Is Winning Suitor`s Vision For His Beatrice?

Dante was so inspired by the vision of Beatrice, a woman he never knew, that he wrote ``The Divine Comedy.``

Seven centuries later, the vision of the corporate Beatrice has been described by lesser poets as a divine comedy--a vision that keeps changing.

And the vision that is Beatrice Companies Inc. will be changing again in two months. But even the swain who won her is in the dark about how he`ll dress the lady.

``I see Beatrice being a conglomerate, as it is today,`` said Donald Kelly, the once and future chairman. ``There will still be major activities in both the food and the nonfood areas. Which one of them will have shrunk and which one will have grown, I don`t know.``

Kelly is due to take over the keys to the Chicago-based food and consumer goods giant at the end of February. That`s when the $6.2 billion leveraged buyout of Beatrice by the investment firm of Kohlberg, Kravis, Roberts & Co. is scheduled to close.

The corporate melodrama at Beatrice has been playing for years, and what went around is coming around.

Under James L. Dutt, who was ousted as chairman last summer, the company sold many of its nonfood subsidiaries but, 17 months ago, swallowed giant Esmark Inc. When that $2.7 billion deal was closed, Dutt was in and Kelly, who had been Esmark chairman, was out.

After Beatrice bought Esmark, Kelly teamed with Roger Briggs, his vice chairman at Esmark, to form Kelly, Briggs and Associates. They attempted to put together a deal for Northwest Industries Inc., but failed to secure financing and dropped their pursuit early this year.

The year following the Beatrice merger was tumultuous. Critics accused Dutt of spending like a drunken sailor on pet projects, such as his race car promotions. In his last year, he lopped off many executives` heads; some fled and others retired.

When a highly respected vice president, Nolan Archibald, left in July, the Beatrice board said enough. Dutt was booted Aug. 3 and William Granger, an old Beatrice hand, came out of retirement to head the firm.

Granger promised a return to normalcy, but events caught up with him. Just weeks after the Dutt ouster, rumors flared that Kohlberg Kravis was coveting Beatrice.

After two months of flying rumors, Kohlberg offered $45 a share. The board balked at that in late October, but accepted $50 a share three weeks later. As part of the deal, top Beatrice executives were given $75 million in ``golden parachute`` severance agreements.

Those Beatrice executives should have no fear that Kelly will order them to bail out during his first three months. But if some want to jump, that`s up to them, he said. ``If they happen to say, `From what I know of this guy, and from what I know about the way he operates, and from what I`ve seen to date, I don`t like him.` So, okay.``

Now both the public and the firm`s 100,000 employees are waiting to see how Kelly will dress, or undress, Beatrice.

While Kelly said he will be ``terribly dependent`` on Beatrice managers, he`s bringing in three top lieutenants who worked for him at Esmark to fill their former posts: Roger Briggs will again be Kelly`s vice chairman; Fred Rentschler, former head of Swift and Hunt-Wesson, will return to supervise the food operations; and Joel Smilow, former International Playtex president, will run all nonfood businesses.

Kelly says no decisions have been made on what subsidiaries, if any, the new firm will sell off to pare the estimated $6 billion debt. But that hasn`t stopped speculation. One hypothesis has had Smilow joining up to appraise Playtex before pulling his own leveraged buyout of his old unit. Kelly scoffs at the suggestion.

``Smilow doesn`t have to come in and take a look at Playtex. He started at Playtex 15 years ago. That`s his baby. If he was going to do that, he wouldn`t need to come in and have the wrenching experience of working for Kelly again.

``We wouldn`t encourage him to do that. And I don`t think he`s in the position to do that. I think what he`s trying to do is become an investor in this deal. And then in six months to a year, he might well walk in, as he did when he was at Esmark, and say `Don, will you consider this kind of a transaction?` And I`ll say yes or no. I told him no then (before the Beatrice merger),`` Kelly said.

One thing seems certain, however: Beatrice, with $12.6 billion in sales last year, will stay in Chicago. ``If it leaves, it leaves without me,`` said the Irishman who was raised on the South Side. ``It makes no sense. Chicago is perfectly located from a geographic point of view for a holding company. It has a strong financial base.

``There is no advantage to Beatrice . . . leaving town unless we have some continued deterioration of some of the relationships between city government and business. I don`t see that happening,`` he told The Tribune in a recent telephone interview.

While December may be too early to be specific about what changes will take place in March, Kelly hinted at some of the areas that might see some belt-tightening.